EXHIBIT 10.9
MANAGEMENT SERVICES AGREEMENT WITH XXXXX XXXXXXX
DATED DECEMBER 1, 2002
PRAXIS PHARMACEUTICALS INC.
XXXXX 000 - 000 XXXXXX XXXXXX
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Xxxxx Xxxxxxx
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Dear Xx. Xxxxxxx
The following are the terms and conditions upon which Praxis Pharmaceuticals
Inc. (the "Corporation") is prepared to contract with you to continue to provide
certain management services to the Corporation. By signing this letter agreement
you accept the following terms and conditions:
1. WORK DUTIES
1.1 You will carry out the role of President of the Corporation and will carry
out such other duties and responsibilities as the board of directors may from
time to time determine.
2. TERM OF EMPLOYMENT AND CONSIDERATION
2.1 The contract shall be for a three year term commencing December 1, 2002 and
ending November 30, 2005.
2.2 Subject to the other terms and conditions of this Agreement, the Corporation
agrees to pay consideration of US$4,000 per month in arrears (the "Salary") for
the services provided hereunder.
2.3 The Corporation may satisfy its obligations in respect of payment of the
Salary in any month by the issuance of such number of common shares in the
capital stock of the Corporation having a deemed price equal to the average bid
price of the Corporation's common stock on the OTC Bulletin Board for the last
five (5) trading days of such month as having a value equal to the Salary then
otherwise payable.
2.4 You shall also be eligible for incentive compensation in the form of stock
options in the Corporation, in accordance with the policy formulated by the
Corporation from time to time. Eligibility for stock options shall be determined
by the Corporation's compensation committee.
3. EXPENSES
3.1 In accordance with policies formulated by the Corporation from time to time,
you will be reimbursed for all reasonable travelling and other expenses actually
and properly incurred by you in connection with the performance of your duties
and functions. For all such expenses, you will be required to keep proper
accounts and to furnish statements and vouchers to the Corporation within 30
days after the date the expenses are incurred.
4. SERVICE TO THE CORPORATION
4.1 During the term of this Agreement, you shall devote such amount of time as
shall be reasonably necessary to performing the services hereunder provided that
it is acknowledged that it is not intended that you devote the whole of your
working time to providing the services hereunder.
5. CONFIDENTIALITY
5.1 All business and trade secrets and confidential information and knowledge
which may be acquired during the terms of this Agreement related to the business
and affairs of the Corporation (collectively the "Confidential Information"),
will for all purposes and at all times, both during the term of this Agreement
and at all times thereafter, be held by you in trust for the exclusive benefit
of the Corporation. Neither during the term of this Agreement nor at any time
thereafter shall such Confidential Information be disclosed to any corporation
or person other than the Corporation, nor will it be used for any purposes other
than those expressly authorized by the Corporation. This paragraph does not
apply to any information which would be found in the public domain.
6. TERMINATION
6.1 The following termination and resignation provisions apply to this
Agreement:
(a) you may resign on 30 days' prior written notice to the Corporation provided
that, in lieu of such notice period, the Corporation may elect to pay a pro rata
portion of the compensation provided for hereunder for such 30 days, in which
case the Agreement will terminate immediately upon receipt of such payment;
(b) the Corporation may elect to terminate this Agreement at any time during its
term and in such case the Corporation shall pay to you an amount equal to 12
months Salary payable forthwith upon such termination in cash or shares, at your
election, any such shares to have a deemed price equal to the average bid price
of the Corporation's Common stock on the OTC Bulletin Board for the last five
(5) trading days prior to termination provided that, if the Corporation elects
to issue Shares to you on termination it shall take all such steps as shall be
necessary to register such shares on a Form S-8.
7. INDEPENDENT CONTRACTOR
7.1 In performing the services hereunder, it is acknowledged that you are acting
as an independent contractor and not as an employee of the Corporation.
8. LAW OF THE CONTRACT
8.1 Any dispute relating to the terms of this Agreement will be resolved
pursuant to the laws of the Province of British Columbia.
If you are prepared to continue employment with the Corporation on the foregoing
terms, kindly confirm your acceptance and agreement by signing the enclosed
duplicate copy of this letter where indicated and return one copy to us.
We ask you to fully consider all of the above terms and to obtain any advice you
feel is necessary, including legal advice, before you execute this Agreement.
Yours very truly,
Praxis Pharmaceuticals Inc.
Per: /s/ XXXXXXX XXXXXX
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Authorized Signatory
Accepted and agreed to this 1st day of December, 2002. I have read and
understand the terms and conditions set out in this Letter Agreement. I have
been given full opportunity to consult legal advisors of my choosing.
/s/ XXXXX XXXXXXX
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